Main Agenda:

The Board entered an executive session. The Board then undertook the following actions during its executive session:

President and CEO FY15 SR1 At-Risk Compensation

The Chair of the Compensation Committee provided the Board with a description of the evaluation they undertook and the discussions they had with the President and CEO in reaching the Committee's recommendation for the President and CEO SR1 at-risk compensation. The Chair called for a vote, and the Board took the following action:

Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment for the President and CEO's FY15 SR1 at-risk compensation payment.

Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for his FY15 SR1 at-risk compensation.

Resolved (2015.02.11.01), the Board hereby approves a payment to the President and CEO for his FY15 SR1 at-risk compensation component.

Resolved (2015.02.11.02), specific items within this resolution shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws.

Rationale for Resolutions 2015.02.11.01 – 2015.02.11.02

When the President and CEO was hired, he was offered a base salary, plus an at-risk component of his compensation package. This same structure was maintained when the President and CEO's contract was renewed through 30 June 2017. Consistent with all ICANN staff members, the President and CEO is to be evaluated against specific goals that he sets in coordination with the Compensation Committee.

Following SR1, which is a scoring period that ran from 1 July 2014 through 15 November 2014, the Compensation Committee reviewed with the President and CEO his FY15 SR1 goals and discussed his achievements against those goals. Following that discussion, the Compensation Committee has recommended that the Board approve the President and CEO's at-risk compensation for the first scoring period of FY15 and the Board agrees with that recommendation.

While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY15 budget. This decision will not have an impact on the security, stability or resiliency of the domain name system.

This in an Organizational Administrative Function that does not require public comment.

Appointment of Officer; Mobility Policy Application to Officers

The Board discussed the nature and effect of appointing Ashwin Rangan as an Officer of the organization, as opposed to other staff members who simply may have the word officer in their title, but have not been appointed by the Board. With respect to the mobility policy, the Board discussed that this policy is the same policy that is offered to all other ICANN staff members and this action is simply allowing the Board-appointed officers to also be eligible for any benefits afforded staff under the policy. The Chair called for a vote, and the Board took the following action:

Whereas, the Board has the authority under the Bylaws to appoint Officers beyond the three stipulated in the Bylaws.

Whereas, the President and CEO, as well as the Compensation Committee, have recommended that Ashwin Rangan be appointed as on Officer of ICANN, with the title of Chief Innovation and Information Officer.

Whereas, based on an evaluation of comparable positions in comparable organizations, independent compensation firm Towers Watson has determined that a base pay of US$285,000 plus an at-risk component of up to 30% of base pay is reasonable and falls within ICANN's target pay range.

Whereas, ICANN has recently added a new mobility policy to its benefits package for all staff members, including Officers, that ensures that staff members who are asked to relocate for ICANN will be properly compensated for making such a move on ICANN's behalf.

Whereas, all members of the Board have confirmed that they do not have any conflicts of interest as it relates to Mr. Rangan's compensation package and as it relates to benefits packages for any of ICANN's Officers.

Resolved (2015.02.11.03), the Board approves the appointment of Ashwin Rangan, the Chief Innovation and Information Officer, as an Officer of the Company, with a base pay of US$285,000 plus an at-risk component of up to 30% of base pay to be earned through the achievement of goals and objectives consistent with ICANN's At-Risk Compensation Program.

Resolved (2015.02.11.04), the President and CEO is authorized to offer to all Officers the same benefits package it offers to all other staff members, including benefits provided for in a new ICANN mobility policy, that has been evaluated and found reasonable by independent expert compensation consultants, and so long as such benefits continue to be reasonable.

Rationale for Resolutions 2015.02.11.03 – 2015.02.11.04

ICANN is in a critical phase that calls for certain skills and expertise, particularly with ongoing key projects including the New gTLD Program, community facing systems development, the U.S. Governments' IANA stewardship transition, ICANN Accountability review underway, ERP systems, and enhanced globalization efforts, among many others. Each of these projects requires knowledgeable and skilled executives to ensure ICANN's operational goals and objectives are met while ensuring that risk is mitigated to the greatest extent possible. Adhering to ICANN's employment philosophy, and providing competitive compensation and benefits, will help ensure these goals are achieved.

Attraction and retention of key personnel during key organization phases is beneficial to all aspects of the organization.

ICANN's President and CEO, as well as the Board Compensation Committee, have recommended that the Board appoint Mr. Rangan as an Officer with the salary as reflected in the resolution, and that the Board authorize the President and CEO to offer to all Officers the same benefits package it offers to all other staff members, including benefits provided for in a new ICANN mobility policy. These recommendations are being made following receipt of information and analysis of the new mobility policy by Towers Watson, an independent compensation expert firm. More information can be found in the Reference Materials for this Board paper and are incorporated into this rationale as though fully set forth here.

These resolutions, including the appointment of Ashwin Rangan as an Officer of the organization and the ability for Officers to be eligible for the benefits packages as ICANN staff including a new mobility policy, likely will have a positive impact on the organization and its effort to fulfill its mission and to further advance ICANN's globalization goals. There will be no fiscal impact to the organization in appointing this additional Officer, as Mr. Rangan is currently an executive earning the same pay as is being approved via resolution. There will be a fiscal impact in offering all Officer's certain compensation components under the mobility policy, although only one Officer has relocated to date and the compensation for that Officer under the mobility policy is covered in the FY15 budget. This resolution will not have any direct impact on the security, stability, and resiliency of the domain name system.

This in an Organizational Administrative Function that does not require public comment.

The Chair then called the meeting to a close.

Published on 27 April 2015

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Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as""icann.org"" is not an IDN."